Zoned Properties, Inc 10-K for FY2023

Zoned Properties, Inc. (ZDPY)

10-K 2024-03-26 For: 2023-12-31

Added on April 06, 2026

About this 10-K

Zoned Properties, Inc filed this 10-K on March 26, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.89M; up 8.5% from $2.66M a year earlier
Net loss: $540.26K; compared with a net loss of $574.36K a year earlier
Diluted EPS: -$0.04; compared with -$0.05 a year earlier

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Nevada		46-5198242
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8360 E. Raintree Drive, #230, Scottsdale, AZ		85260
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

		Page
	PART I

Item 1.	Business	1
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	24
Item 1C.	Cybersecurity	24
Item 2.	Properties	25
Item 3	Legal Proceedings	25
Item 4.	Mine Safety Disclosures	25

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
Item 6.	Reserved	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 8.	Financial Statements and Supplementary Data	40
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	40
Item 9A.	Controls and Procedures	40
Item 9B.	Other Information	41
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	41

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	42
Item 11.	Executive Compensation	48
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	54
Item 13.	Certain Relationships and Related Transactions, and Director Independence	56
Item 14.	Principal Accountant Fees and Services	57

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	58
Item 16.	Form 10-K Summary	60
	Signatures	61

	●	Chino Valley Properties, LLC (“Chino Valley”) was organized in the State of Arizona on April 15, 2014.

	●	Kingman Property Group, LLC (“Kingman”) was organized in the State of Arizona on April 15, 2014.

	●	Green Valley Group, LLC (“Green Valley”) organized in the State of Arizona on April 15, 2014.

	●	Zoned Arizona Properties, LLC (“Zoned Arizona”) was organized in the State of Arizona on June 2, 2017.

	●	Zoned Advisory Services, LLC (“Zoned Advisory”) was organized in the State of Arizona on July 27, 2018.

	●	Zoned Properties Brokerage, LLC (“Arizona Brokerage”) was organized in the State of Arizona on March 17, 2021.

	●	ZP Data Platform 1, LLC (“ZP Data 1”) was organized in the State of Arizona on April 14, 2021 (inactive).

	●	ZP Data Platform 2, LLC (“ZP Data 2”) was organized in the State of Arizona on June 21, 2022.

	●	ZP RE Holdings, LLC (“ZPRE Holdings”) was organized in the State of Arizona on September 20, 2022.

	●	ZP Brokerage MS, LLC (“Mississippi Brokerage”) was organized in the State of Mississippi on October 4, 2022 (inactive).

	●	ZP Brokerage FL, LLC (“Florida Brokerage”) was organized in the State of Florida on October 20, 2022.

	●	ZP Brokerage AL, LLC (“Alabama Brokerage”) was organized in the State of Alabama on October 20, 2022 (inactive).

	●	ZP RE MI Woodward, LLC (“ZP Woodward”) was organized in the State of Michigan on November 22, 2022

	●	ZP Brokerage MO, LLC (“Missouri Brokerage”) was organized in the State of Missouri on November 30, 2022.

	●	Gilbert Property Management, LLC (“Gilbert”) was organized in the State of Arizona on February 10, 2014. This subsidiary was dissolved on July 5, 2022.

	●	Zoned Colorado Properties, LLC (“Zoned Colorado”) was organized in the State of Colorado on September 17, 2015. This subsidiary was dissolved on July 22, 2022.

	●	Zoned Oregon Properties, LLC (“Zoned Oregon”) was organized in the State of Oregon on June 16, 2015. This subsidiary was dissolved on December 13, 2022.

	●	Zoned Illinois Properties, LLC was organized in the State of Illinois on July 15, 2015. This subsidiary was dissolved on November 4, 2022.

	●	ZP RE AZ Stone, LLC (“ZP Stone”) was organized in the State of Arizona on October 19, 2022. This subsidiary was dissolved on March 28, 2023.

	For the Year Ended December 31, 2023		% of Total Revenues			For the Year Ended December 31, 2022		% of Total Revenues
CJK*	$	68,039		2.4	%	$	638,789		24.0	%
Broken Arrow		1,120,431		38.8	%		1,034,470		38.9	%
VSM *		656,736		22.7	%		54,728		2.1	%
Woodward lease *		616,862		21.4	%		48,297		1.8	%
Total	$	2,462,068		85.3	%	$	1,776,284		66.8	%

Future annual base rent:
2024	$	2,245,735
2025		2,260,576
2026		2,264,399
2027		2,271,955
2028		2,288,173
Thereafter		24,899,631
Total	$	36,230,469

Quarter Ended	High		Low
December 31, 2023	$	0.60	$	0.37
September 30, 2023	$	0.80	$	0.52
June 30, 2023	$	0.80	$	0.52
March 31, 2023	$	0.73	$	0.58

December 31, 2022	$	0.85	$	0.57
September 30, 2022	$	0.77	$	0.57
June 30, 2022	$	0.84	$	0.53
March 31, 2022	$	0.83	$	0.50

	●	alteration of the rights, preferences of privileges of the preferred stock,

	●	creation of any new class of stock having preferences over the preferred stock,

	●	repurchase of any of our common stock,

	●	merger of consolidation with any other company, other than one of our wholly owned subsidiaries,

	●	sale, conveyance or other disposal of, or creation or incurrence of any mortgage, lien, or charge or encumbrance or security interest in or pledge of, or sale and leaseback of, all or substantially all of our property or business, or

	●	incurrence, assumption or guarantee of any indebtedness maturing more than 18 months after the date on which it is incurred, assumed or guaranteed by us, except for operating leases and obligations assumed as part of the purchase price of property.

Location	Tempe, AZ		Chino Valley, AZ		Green Valley, AZ		Kingman, AZ		Pleasant Ridge, MI		Chicago, IL		Property Investment Portfolio Total
Description	Industrial /Office		Greenhouse/ Nursery		Retail (special use)		Retail (special use)		Retail (special use)		Retail (special use)
Current Use	Cannabis Facility		Cannabis Facility		Cannabis Dispensary		Cannabis Dispensary		Cannabis Dispensary		Cannabis Dispensary
Date Acquired		March 2014		August 2015		October 2014		May 2014		Dec 22/Feb 23		January 2024
Lease Start Date		May 2018		May 2018		May 2018		May 2018		December 2022		January 2024
Lease End Date		April 2040		April 2040		April 2040		April 2040		March 2037		January 2039
No. of Tenants		1		1		1		1		1		1

Land Area (Acres)		3.65		47.60		1.33		0.32		0.56		0.37		54.03

Land Area (Sq. Feet)		158,772		2,072,149		57,769		13,939		24,306		16,000		2,342,935

Undeveloped Land Area (Sq. Feet)		-		1,782,563		-		6,878		-		-		1,789,441

Developed Land Area (Sq. Feet)		158,772		289,586		57,769		7,061		24,306		16,000		553,494

Total Rentable Building Sq. Ft.		60,000		97,312		1,440		1,497		17,192		2,800		180,576

Vacant Rentable Sq. Ft.		-		-		-		-		-		-		-

Sq. Ft. rented as of March 26, 2024		60,000		97,312		1,440		1,497		17,192		2,800		180,576

Annual Base Rent (,*)
2024	$	610,053	$	1,050,970	$	42,000	$	48,000	$	494,712	$	109,996	$	2,355,731
2025		610,053		1,050,970		42,000		48,000		509,553		226,596		2,487,172
2026		598,589		1,050,970		42,000		48,000		524,840		233,394		2,497,793
2027		590,400		1,050,970		42,000		48,000		540,585		240,395		2,512,350
2028		590,400		1,050,970		42,000		48,000		556,803		247,607		2,535,780
Thereafter		6,691,200		11,910,988		476,000		544,000		5,277,443		2,923,698		27,823,329
Total	$	9,690,695	$	17,165,838	$	686,000	$	784,000	$	7,903,936	$	3,981,686	$	40,212,155

*	Annual base rent represents amount of cash payments due from tenants.
**	For Tempe, AZ, table includes rental income generated from the lease of parking lot space used by a third party as an antenna location.

Year	Tempe, AZ		Chino Valley, AZ		Green Valley, AZ		Kingman, AZ		Pleasant Ridge, MI		Chicago, IL
2024	$	9.8	$	10.8	$	29.2	$	32.1		28.2		39.3
2025	$	9.8	$	10.8	$	29.2	$	32.1		29.1		80.9
2026	$	9.8	$	10.8	$	29.2	$	32.1		29.9		83.4
2027	$	9.8	$	10.8	$	29.2	$	32.1		30.8		85.9
2028	$	9.8	$	10.8	$	29.2	$	32.1		31.8		88.4

	Years Ended December 31,
	2023		2022
Revenues:
Property investment portfolio	$	2,481,892	$	1,795,719
Real estate services		405,099		864,371
Total revenues	$	2,886,991	$	2,660,090

	●	For the year ended December 31, 2023, compensation and benefit expense increased by $94,071, or 7.6%, as compared to the year ended December 31, 2022. The increase was attributable to an increase in compensation and benefits of $314,183 related to the addition of multiple new full-time and part-time team members, and an increase in health insurance expense, offset by a decrease in stock-based compensation of $220,112. The decrease in stock-based compensation was from a decrease in accretion of stock option expense. During the second quarter of 2022, we began to hire additional staff related to the diversification of our real estate services for the expansion of both advisory services and brokerage services.

	●	For the year ended December 31, 2023, professional fees increased by $36,164, or 10.3%, as compared to the year ended December 31, 2022. This increase was primarily attributable to an increase in accounting fees of $15,740, an increase in consulting fees of $97,739, and an increase in other professional fees of $1,022, offset by a decrease in legal fees of $11,782, and a decrease in public relations fees of $66,555.

	●	For the years ended December 31, 2023 and 2022, we recorded brokerage fees amounting to $64,680 and $431,029, respectively, representing a decrease of $366,349, or 85.0%, from 2022 to 2023. Brokerage fees occur as the result of various percentage-based commission splits we pay to our licensed brokerage team members who participate in various real estate listing transactions.

	●	General and administrative expenses consist of expenses such as rent expense, insurance expense, insurance expense, travel expenses, office expenses, telephone and internet expenses, advertising and marketing expense, and other general operating expenses. For the year ended December 31, 2023, general and administrative expenses increased by $91,313, or 33.1%, as compared to the year ended December 31, 2022. These increases were primarily attributable to an increase in operating activities related to attendance at various industry-related conferences, an increase in technology services, and an increase in travel expense.

	●	For the year ended December 31, 2023, depreciation expense increased by $20,268, or 5.6%, as compared to the year ended December 31, 2022. This increase was related to an increase depreciation of rental properties associated with the purchase of the Pleasant Ridge, MI property, offset by a decrease in amortization of intangible assets which were fully amortized.

	●	For the year ended December 31, 2023, real estate taxes increased by $46,984, or 40.2%, as compared to the year ended December 31, 2022. This increase was attributable to an increase in assessed real taxes associated with improvements made on our Chino Valley property and the purchase of the Pleasant Ridge, MI property.

	●	For the year ended December 31, 2023, business development costs increased by $26,000, or 100.0%, as compared to the year ended December 31, 2022. This increase was attributable to an increase in business development activities and includes costs related to forfeited escrow deposits and the write off of costs related to projects which we decided not to pursue.

	●	For the year ended December 31, 2022, we recorded a gain from sale of property and equipment of $312 as compared to $0 for the year ended December 31, 2023.

	●	An increase in working capital requirements to finance our current business,

	●	Addition of administrative and sales personnel as the business grows,

	●	The cost of being a public company,

	●	An increase in investments in joint ventures and other projects, and

	●	An increase in investments in rental properties.

	1)	60 monthly payments of principal and interest of $12,821 beginning on January 1, 2023, and

	2)	A balloon payment of $1,274,117 including the remaining principal and interest on or before December 1, 2028.

	Payments Due by Period
Contractual obligations:	Total		Less than 1 year		1-3 years		3-5 years		5 + years
Convertible notes	$	2,000	$	-	$	-	$	-	$	2,000
Interest on convertible notes		760		150		240		240		130
Notes payable		6,276		99		225		1,820		4,132
Total	$	9,036	$	249	$	465	$	2,060	$	6,262

Description		Notional Amount on December 31, 2023				Interest Rate				Maturity		Fair Value of Liability on December 31, 2023				Fair Value of Liability on December 31, 2022
December 7, 2022 interest rate swap		$	4,461,260				7.65	%		December 10, 2032		$	122,879			$	90,237

Name	Age	Position
Bryan McLaren	36	Chairman, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary
Berekk Blackwell	34	President and Chief Operating Officer
Art Friedman	64	Independent Director, Chair of the Compensation Committee
Alex McLaren, MD	71	Director, Chair of the Strategic Committee
David G. Honaman	72	Independent Director, Chair of the Audit Committee
Derek Overstreet, PhD.	37	Independent Director
Jody Kane	44	Independent Director, Chair of the Nominating and Governance Committee

	1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

	4.	being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	5.	being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	6.	being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

	Audit	Compensation	Strategic	Nom. & Gov
Independent Directors
Art Friedman	X	Chair	X	X
David G. Honaman	Chair	X	X	X
Derek Overstreet	X	X	X	X
Jody Kane	X	X	X	Chair

Non-Independent Director
Alex McLaren, MD		X	Chair	X

	●	reviewing the scope, results, timing and costs of the audit with our independent accountants and reviewing the results of the annual audit examination and any accompanying management letters;

	●	assessing the independence of the outside accountants on an annual basis, including receipt and review of a written report from the independent accountants regarding their independence consistent with the independence standards of the board;

	●	reviewing and approving the services provided by the independent accountants;

	●	overseeing the internal audit function; and

	●	reviewing our significant accounting policies, financial results and earnings releases, and the adequacy of our internal controls.

	●	reviewing the performance of our Chief Executive Officer;

	●	determining the compensation and benefits for our Chief Executive Officer and other executive officers;

	●	establishing our compensation policies and practices;

	●	administering our incentive compensation and stock plans (except for the issuance of securities to non-employee directors for services which is administered by the Board); and

	●	approving the adoption of material changes to or the termination of our benefit plans.

	●	Review the Company’s current business strategies.

	●	Explore new business strategies for the Company.

	●	Report business strategy analyses to the Board.

	●	establishing and reviewing the Nominating and Governance Committee Charter; and

	●	establishing and reviewing various Company policies, such as the Company’s Insider Trading Policy and Code of Ethics.

Name and principal position	Year	Salary $		Bonus $		Stock Awards $		Option Awards $ (3)		Non-Equity Incentive Plan Compensation $		Nonqualified Deferred Compensation Earnings $		All Other Compensation $		Total $
Bryan McLaren,	2023		250,000		-		-		-		-		-		-		250,000
Chief Executive Officer and Chief Financial Officer	2022		246,758		-		-		-		-		-		-		246,758

Berekk Blackwell,	2023		185,294		-		-		-		-		-		-		185,294
President and Chief Operating Officer ⁽¹⁾	2022		148,269		22,450		-		55,334		-		-		-		226,053

Daniel Gauthier	2023		130,433		-		-		-		-		-		-		130,433
Former Chief Legal Officer and Chief Compliance Officer ⁽²⁾	2022		83,077		-		-		82,420		-		-		15,011		180,508

(1)	Mr. Blackwell was appointed as our Chief Operating Officer on July 1, 2021. On January 21, 2022, we granted Mr. Blackwell a stock option pursuant to our 2016 Equity Compensation Plan to purchase 75,000 of the Company’s common stock at an exercise price of $1.00 per share. The grant date of the stock option was January 21, 2022 and the options expire on January 21, 2032. The option vests as to (i) 15,000 of such shares on January 21, 2022; and (ii) as to 7,500 of such shares on January 21, 2023 and each year thereafter through January 21, 2030. The fair value of this option grant was $55,334 and we will record stock-based compensation expense over the vesting period.
(2)	On July 1, 2022, we granted Mr. Gauthier a stock option, pursuant to our 2016 Equity Compensation Plan, to purchase 125,000 of the Company’s common stock at an exercise price of $1.00 per share. The grant date of the stock option was July 1, 2022 and the option expires on July 1, 2032. The option vests as to (i) 25,000 of such shares on July 1, 2022; and (ii) as to 10,000 of such shares on July 1, 2023 and each year thereafter through July 1, 2032. We valued this stock option at a fair value of $82,420 and we record stock-based compensation expense over the vesting period. Amounts reflected under “All Other Compensation” related to consulting fees paid to Mr. Gauthier prior to him becoming our Chief Legal Officer. In September 2023, Mr. Gauthier resigned as Chief Legal Officer and Chief Compliance Officer to pursue other business opportunities.
(3)	As required by SEC rules, the amounts in this column reflect the grant date or modification date fair value as required by FASB ASC Topic 718. A discussion of the assumptions and methodologies used to calculate these amounts, are contained in the notes to our financial statements under “Note 11 – Shareholders’ Equity”.

	(i)	immediately, if Mr. McLaren dies;

	(ii)	immediately, if Mr. McLaren receives benefits under the long-term disability insurance coverage then

	(iii)	provided by the Company or, if no such insurance is in effect, upon Mr. McLaren’s disability;

	(iv)	on the expiration date, as the same may be extended by the parties by written amendment to the 2018 Employment Agreement prior to the occasion thereof;

	(v)	at the option of the Company for Cause (as hereinafter defined) upon the Company’s provision of written notice to Mr. McLaren of the basis for such Termination;

	(vi)	at the option of the Company, without Cause;

	(vii)	by Mr. McLaren at any time with Good Reason (as hereinafter defined), upon 30 days’ prior written notice to the Company delivered not later than within 90 days of the existence of the condition therefor; or

	(viii)	by Mr. McLaren at any time without Good Reason, upon not less than three months’ prior written notice to the Company.

	(a)	a material diminution in Mr. McLaren’s authority, duties or responsibility from those in effect immediately prior to the change in control of the Company;

	(b)	a material diminution in Mr. McLaren’s base compensation;

	(c)	a material change in the geographic location at which Mr. McLaren performs his duties;

	(d)	a material diminution in the authority, duties, or responsibilities of the supervisor to whom Mr. McLaren is required to report, including a requirement that McLaren report to a corporate officer or employee instead of reporting directly to the Board;

	(e)	a material diminution in the budget over which Mr. McLaren retains authority;

	(f)	a material breach under any agreement with the Company to continue in effect any bonus to which Mr. McLaren was entitled, or any compensation plan in which Mr. McLaren participates immediately prior to the change in control of the Company which is material to Mr. McLaren’s total compensation;

	(g)	a material breach under any agreement with the Company to provide Mr. McLaren benefits substantially similar to those enjoyed by Mr. McLaren under any of the Company’s life insurance, medical, health and accident, or disability plans in which he was participating at the time of the change in control of the Company, the failure to continue to provide Mr. McLaren with a Company automobile or allowance in lieu of it, if Mr. McLaren was provided with such an automobile or allowance in lieu of it at the time of the change of control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive Mr. McLaren of any material fringe benefit enjoyed by Mr. McLaren at the time of the change in control of the Company, or the failure by the Company to provide him with the number of paid vacation days to which he is entitled on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the time of the change in control of the Company;

	(i)	During any period that Mr. McLaren fails to perform his full-time duties with the Company as a result of incapacity due to physical or mental illness, Mr. McLaren will continue to receive his base salary at the rate in effect at the commencement of any such period, together with all amounts payable to Mr. McLaren under any compensation plan of the Company during such period, until the Golden Parachute Agreement is terminated.

	(ii)	If Mr. McLaren’s employment is terminated by the Company for Cause or by Mr. McLaren other than for Good Reason, disability, death or retirement, the Company will pay Mr. McLaren his full base salary through the date of Termination at the rate in effect at the time notice of Termination is given, plus all other amounts and benefits to which Mr. McLaren is entitled under any compensation plan of the Company at the time such payments are due.

	(iii)	If employment by the Company shall be terminated (a) by the Company other than for Cause, death or disability or (b) by Mr. McLaren for Good Reason, Mr. McLaren will be entitled to benefits provided below:

	b.	In lieu of any further salary payments to Mr. McLaren for periods subsequent to the date of Termination, the Company will pay as severance pay to Mr. McLaren a lump sum severance payment (together with the payments provided in clauses (c) and (d) below) equal to five times the sum of Mr. McLaren’s annual base salary in effect immediately prior to the occurrence of the circumstance giving rise to the notice of Termination given in respect of them.

	c.	The Company will pay to Mr. McLaren any deferred compensation allocated or credited to Mr. McLaren or his account as of the date of Termination.

	d.	In lieu of shares of common stock of the Company issuable upon exercise of outstanding options, if any, granted to Mr. McLaren under the Company’s stock option plans (which options shall be cancelled upon the making of the payment referred to below), Mr. McLaren will receive an amount in cash equal to the product of (i) the excess of the closing price of the Company’s common stock as reported on or nearest the date of Termination (or, if not so reported, on the basis of the average of the lowest asked and highest bid prices on or nearest the date of Termination), over the per share exercise price of each option held by Mr. McLaren (whether or not then fully exercisable) plus the amount of any applicable cash appreciation rights, times (ii) the number of the Company’s common stock covered by each such option.

	e.	The Company will also pay to Mr. McLaren all legal fees and expenses incurred by Mr. McLaren as a result of such Termination.

OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END
OPTION AWARDS							STOCK AWARDS
Name	Number of Securities Underlying Unexercised options (#) Exercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares or Units of Stock that Have not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that have not Vested ($)
Bryan McLaren	225,000	25,000	^(a)	—	1.00	12/26/2026	—	—	—	—
Berekk Blackwell	45,000	80,000	^(b)	—	1.00	1/1/2031	—	—	—	—
Berekk Blackwell	22,500	52,500	^(c)	—	1.00	1/21/2032	—	—	—	—

(a)	Vest annually at 25,000 options per year through December 2024.
(b)	Vest annually at 10,000 options per year through January 1, 2031.
(c)	Vest annually at 7,500 options per year through January 21, 2030.